Last checked at 12 Apr 2010 16:18
NOT FOR DISTRIBUTION IN ANY JURISDICTION IN WHICH THE MAKING OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES. NOT FOR DISTRIBUTION IN ITALY, CANADA, AUSTRALIA AND JAPAN
12 April 2010
MHP S.A. ANNOUNCES (1) AN OFFER TO EXCHANGE ANY AND ALL OF ITS OUTSTANDING EXISTING DOLLAR-DENOMINATED 10.25% SENIOR NOTES DUE 2011 FOR NEW DOLLAR-DENOMINATED SENIOR NOTES DUE 2015; (2) A SOLICITATION OF CONSENTS TO AMENDMENTS TO THE TERMS OF THE INDENTURE GOVERNING THE EXISTING NOTES AND (3) A PROPOSED CONTEMPORANEOUS OFFERING OF NEW DOLLAR-DENOMINATED SENIOR NOTES DUE 2015
MHP S.A. (the "Issuer") has today announced:
(i) an offer to exchange any and all of its existing outstanding U.S.$250,000,000 10.25% Senior Notes due 2011 (ISIN: USL6366MAA10/US55302TAA34) (the "Existing Notes") for new dollar-denominated Senior Notes due 2015 (ISIN: USL6366MAB92/US55302TAB17) (the "Exchange Notes") (the "Exchange Offer"),
(ii) a solicitation of consents to proposed amendments to the terms of the indenture governing the Existing Notes (the "Consent Solicitation", together with the Exchange Offer, the "Exchange Offer and Consent Solicitation"), and
(iii) a proposed contemporaneous offering of notes (the "New Notes" and, together with the Exchange Notes, the "Notes") pursuant to a Preliminary Offering Memorandum (the "Offering").
The purpose of the Exchange Offer and Consent Solicitation is to lengthen the Issuer's debt maturity profile and to harmonise the terms of the Existing Notes indenture with the terms of the Notes indenture. The Issuer intends to use the net proceeds from the Offering of the New Notes to repay an estimated aggregate U.S.$100 million of short-term loan facilities provided by certain Ukrainian banks with the balance of such proceeds being used for general corporate purposes and to finance the expansion and diversification of its poultry and grain businesses, principally through the construction of the Vinnytsya chicken farm and land acquisitions (including acquisitions of companies holding land) to increase its aggregate land holdings up to 300,000 hectares.
The Exchange Offer
On the terms and subject to the conditions set forth in an Exchange Offer Memorandum, the Issuer will accept for exchange in the Exchange Offer any and all Existing Notes that are validly tendered into the Exchange Offer on or prior to the Withdrawal Deadline and not properly withdrawn, and thereafter, on or prior to the Expiration Date.
Set forth below is the principal amount of Exchange Notes (the "Offer Price"), payable per U.S.$1,000 principal amount (at issuance) of Existing Notes tendered into the Exchange Offer.
| U.S.$1,000 principal amount (at issuance) of Existing Notes | Principal Amount of Exchange Notes for Existing Notes tendered on or prior to Withdrawal Deadline | Principal Amount of Exchange Notes for Existing Notes tendered after Withdrawal Deadline |
| 10.25% Senior Notes due 2011 | U.S.$1,062.50 of Exchange Notes | U.S.$1,032.50 of Exchange Notes |
The Issuer is offering holders of Existing Notes who participate in the Exchange Offer the opportunity to receive Exchange Notes with an aggregate principal amount equal to the applicable Offer Price per U.S.$1,000 principal amount of the Existing Notes properly tendered into the Exchange Offer. The Issuer expects to settle Existing Notes tendered (and not withdrawn) on or prior to the Withdrawal Deadline, and any Accrued Interest, on the Early Settlement Date. Existing Notes tendered after the Withdrawal Deadline but no later than the Expiration Date, and any Accrued Interest, are expected to be settled on the Final Settlement Date.
The Exchange Notes will be issued in the denomination of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. As a result, to participate in the Exchange Offer, holders of the Existing Notes must validly offer for exchange an aggregate nominal amount of Existing Notes which following the application of the applicable Offer Price will be sufficient to receive a nominal amount of Exchange Notes of at least the minimum denomination of U.S.$100,000. A holder of Existing Notes that holds fewer Existing Notes than this minimum offer amount must first acquire such further number of Existing Notes as is necessary for that holder of Existing Notes to be able to offer for exchange this minimum offer amount.
The Issuer will pay an amount in cash (rounded to the nearest U.S.$0.01, with half a cent rounded upwards) on the Settlement Date for any fractional portion of Exchange Notes a holder would have otherwise received as a result of the Exchange Offer that is not an integral multiple of U.S.$1,000.
The Consent Solicitation
In conjunction with the Exchange Offer, the Issuer is soliciting consents from holders of the Existing Notes (the "Consents") to amend important provisions governing the Existing Notes (the "Proposed Amendments"). The effect of the Proposed Amendments will harmonise the terms of the Existing Notes indenture with the terms of the Notes indenture.
By tendering your Existing Notes you will be consenting to the Proposed Amendments. You will not receive any fee in cash for your Consent, and you hereby agree that by tendering your notes, the exchange ratio set forth in the table above includes a deemed consent fee.
In addition, the Issuer is soliciting consents from holders wishing to tender consents but who do not choose to participate in the Exchange Offer. Holders who tender their Consents prior to the Consent Deadline (which is the same as the Withdrawal Deadline for the Exchange Offer) but who do not tender Existing Notes into the Exchange Offer will receive a fee equal to U.S.$5 per U.S.$1,000 held by such holder.
The Proposed Amendments will be approved at, and be effective as of, the time the Issuer has received Consents from holders representing a majority of the outstanding aggregate principal amount of the Existing Notes, (the "Majority Consents") consisting of (a) notes tendered, and not withdrawn, into the Exchange Offer and accepted by the Issuer and (b) Consents delivered by holders not participating in the Exchange Offer.
Upon receipt of Majority Consents, the Issuer intends to execute a supplemental indenture amending and restating the Existing Indenture (the "First Amended and Restated Indenture") incorporating the Proposed Amendments shortly after the Withdrawal Deadline.
If the Proposed Amendments become effective and you did not tender your Existing Notes into the Exchange Offer, you will be bound by the Proposed Amendments even though you did not consent.
Concurrent Offering of Notes
Concurrently with the Exchange Offer and Consent Solicitation, the Issuer has announced the proposed contemporaneous Offering of New Notes pursuant to a Preliminary Offering Memorandum. There can be no assurance that such Offering will complete or, if it does complete, what the aggregate proceeds will be. If the Offering does complete, the Issuer expects that it will settle on the Early Settlement Date. The New Notes are expected to be fungible with the Exchange Notes. The New Notes may be issued at a price above or below the aggregate face amount of Notes offered in such offering. The Issuer may, at its sole discretion and subject to the terms of the Indenture, issue additional notes from time to time thereafter.
Expected Timetable
The times and dates below are indicative only. The Withdrawal Deadline and Expiration Date are subject to change under the terms of the Exchange Offer and Consent Solicitation. Accordingly, the actual timetable may differ significantly from the expected timetable set out below.
| Events: | Expected Date/Time (New York Time/London time): |
| Commencement of the Exchange Offer and Consent Solicitation Exchange Offer and Consent Solicitation announced; notice submitted to the Clearing Systems and published on the Regulatory News Service of the London Stock Exchange (the "RNS"). | Monday 12 April 2010 |
| Terms Announcement The interest rate, interest payment dates and maturity date applicable to the Exchange Notes determined and announced via notice submitted to the Clearing Systems and published on the RNS. | Monday 19 April 2010 at 4:00 a.m./ 9:00 a.m. |
| Withdrawal Deadline Last time at which tendering holders of Existing Notes are eligible to receive for each U.S.$1,000 principal amount of Existing Notes, U.S.$1,062.50 principal amount of Exchange Notes. Holders tendering in the Exchange Offer after such deadline but on or before the Expiration Date will receive for each U.S.$1,000 principal amount of Existing Notes, U.S.$1,032.50 principal amount of Exchange Notes. | Wednesday 21 April at 5:00 p.m./ 10:00 p.m. |
| Consent Deadline Last time at which holders of Existing Notes wishing to grant their Consent to the Proposed Amendments but not wishing to participate in the Exchange Offer may do so. | Wednesday 21 April at 5:00 p.m./ 10:00 p.m. |
| Early Participation Results Announcement | Thursday 22 April at 4:00 a.m./ 9:00 a.m. |
| Execution of the First Amended and Restated Indenture The First Amended and Restated Indenture will be executed if and when the Issuer has received Consents from holders representing a majority of the outstanding aggregate principal amount of the Existing Notes, consisting of (a) Existing Notes tendered, and not withdrawn, into the Exchange Offer and accepted by the Issuer and (b) Consents delivered by Holders not participating in the Exchange Offer. | Thursday 22 April or as soon as practicable thereafter |
| Early Settlement Date/Consent Fee Date The Issuer expects to settle Existing Notes tendered in the Exchange Offer on or prior to the Withdrawal Deadline on this date. If Consents are accepted and the First Amended and Restated Indenture is entered into and becomes effective, the Issuer expects to pay the Consent Fee on this date. | Thursday 29 April
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| Expiration Date Deadline for receipt of all Electronic Instruction Notices for the purposes of the Exchange Offer. Holders participating in the Exchange Offer who tender after the Withdrawal Deadline but on or before the Expiration Date will receive for each U.S.$1,000 principal amount of Existing Notes, U.S.$1,032.50 principal amount of Exchange Notes. | Monday 10 May at 5:00 p.m./ 10:00 p.m. |
| Final Settlement Date Settlement Date for the Offering of Exchange Notes, including delivery of cash and/or Exchange Notes, as applicable, in exchange for Existing Notes. | Thursday 13 May |
Additional Information
The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 12 April 2010. Copies of the Exchange Offer Memorandum can be obtained from D.F. King at the e-mail address or telephone number below upon written or email confirmation that the requesting party is (a)(i) a holder of Existing Notes, (ii) either (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "the Securities Act") or (B) outside the United States (as defined in Rule 902 under the Securities Act), and (iii) not a person to whom it is unlawful to send the Exchange Offer Memorandum or to make an invitation under the Exchange offer and/or the Consent Solicitation under applicable laws; and (b) consents to delivery by electronic transmission. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.
Eligible Holders of the Existing Notes are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer and Consent Solicitation. Subject to applicable law and as provided in the relevant Exchange Offer Memorandum, the Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer and Consent Solicitation at any time.
The Dealer Managers
| Morgan Stanley & Co. International plc Attention: Liability Management Group e-mail: liabilitymanagementeurope@morganstanley.com +44 207 677 5040 U.S. Toll Free: +1 800 624 1808 U.S. Call Collect: +1 212 761 5384 | UBS Limited Outside the United States: Attention: Liability Management Group e-mail: Mark-T.Watkins@ubs.com +44 207 567 0525 Within the United States: Attention: Liability Management Group e-mail: OL-Liability-Management@ubs.com U.S. Toll Free: +1 888 719 4210 U.S. Call Collect: +1 203 719 4210 | ING Bank Attention: Debt Syndicate e-mail: debt.syndicate@uk.ing.com +44 207 767 5107
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The Exchange and Information Agent
D.F. King & Co., Inc.
e-mail: mhp@dfking.com Banks and Brokers call: +1 212 269 5550
All others call toll-free: +1 800 829 6551
Outside the United States call: +44 207 920 9700
By Facsimile (for eligible institutions only): +1 212 809 8838
Notice to Investors in Certain Jurisdictions
European Economic Area
The Offering and the Exchange Offer and Consent Solicitation are not being made to the public in any Member State of the European Economic Area (the "EEA").
Any offer of Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in any Relevant Member State of Notes may only do so in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3(2) of the Prospectus Directive. The Issuer has not authorised and do not authorise the making of any offer of Notes in circumstances in which an obligation arises for it to publish a prospectus for such offer.
In particular, in any Relevant Member State, an offer of Notes may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
(ii) to national and regional governments, central banks, international and supranational institutions;
(iii) to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(iv) to fewer than 100 natural or legal persons (other than the persons mentioned under (i), (ii) and (iii) above); or
(v) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and Notes to be offered so as to enable an investor to decide to purchase any Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Cyprus
No offering material has been or will be submitted to the approval of the Cyprus Securities and Exchange Commission in connection with the offering of the Notes, and consequently the Notes will not be offered, advertised, distributed, marketed or sold, whether directly or indirectly, to the public in Cyprus, nor any offering material and any disclosure statements or information therein relating to the Notes will be released, issued, published, communicated, advertised or disseminated to the public in Cyprus.
The Notes may be offered, marketed or sold in Cyprus if addressed or sold to professional investors or in circumstances where the offer, marketing or sale of the exchange consideration is permitted under the Cyprus national law implementing the Prospectus Directive (Public Offer and Prospectus Law, No. 114 (I) of 2005) and Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 (Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007).
Neither the Preliminary Offering Memorandum nor the Exchange Offer Memorandum constitute investment advice or a recommendation under Cyprus law, nor do they constitute an offer of securities in Cyprus, they are not intended to be and must not be distributed to the information distribution channels or the public in Cyprus, nor (when distributed by a duly licensed investment firm established or operating through a branch in Cyprus) to any person in Cyprus other than a "professional client" as defined in the Law on Investment Services and Activities and Regulated Markets (Law No. 144 (I) 2007).
The material and disclosure statements may not be used for solicitation purposes for or in connection with the acquisition of the Notes in circumstances under which is unlawful under Cyprus laws to make such an offer or solicitation.
France
The Offering and the Exchange Offer and Consent Solicitation are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other documents or materials relating to the Offering or the Exchange Offer and Consent Solicitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties, (ii) qualified investors (investisseurs qualifiés), provided that such qualified investors act for their own account, and (iii) fewer than 100 individual investors other than qualified investors, provided that such individual investors act for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 through D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier, are eligible to participate in the Offering or the Exchange Offer and Consent Solicitation. Neither the Preliminary Offering Memorandum nor the Exchange Offer Memorandum have been or will be submitted to or approved by the Autorité des Marchés Financiers. Any direct or indirect resale or reoffering of the Notes to the public in France shall not be made other than in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code Monétaire et Financier.
Italy
The Offering and the Exchange Offer and Consent Solicitation are not being made in the Republic of Italy ("Italy"). The Offering, the Preliminary Offering Memorandum, the Exchange Offer and the Exchange Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Societá e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Accordingly, holders of Existing Notes are notified that, to the extent such holders are located or resident in Italy, the Exchange Offer and the Consent Solicitation are not available to them and they may not exchange Existing Notes for Exchange Notes in the Exchange Offer, nor may the Notes be offered, sold or delivered in Italy and, as such, any instructions received from or on behalf of such persons will be ineffective and void, and neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other documents or materials relating to the Offering, the Exchange Offer, the Existing Notes or the Notes may be distributed or made available in Italy.
Grand Duchy of Luxembourg
The Offering and the Exchange Offer and Consent Solicitation do not constitute an offer or sale of Notes to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any offering circular, prospectus, form of application, advertisement, communication or other material may be distributed, or otherwise made available in, or from or published in, Luxembourg, except in circumstances which do not constitute an offer of securities to the public pursuant to the provisions of the Luxembourg act dated 10 July 2005 relating to prospectuses for securities
Switzerland
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other offering or marketing material relating to the Issuer or the Notes constitutes a prospectus, as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations, and neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other offering material relating to the Issuer or the Notes may be publicly distributed or otherwise made publicly available in Switzerland. No application has been made, and no application will be made, for a listing of the Notes on the SIX Swiss Exchange, and consequently, the information presented in the Preliminary Offering Memorandum or the Exchange Offer Memorandum does not necessarily comply with the information standards set out in the relevant listing rules of the SIX Swiss Exchange. The Notes have not been registered, and are not going to be registered, with the Swiss Federal Banking Commission as foreign investment funds, and the investor protection afforded to acquirers of investment fund certificates does not extend to acquirers of the Notes.
United Kingdom
The communication of the Preliminary Offering Memorandum, the Exchange Offer Memorandum and any other documents or materials relating to the Offering or the Exchange Offer and Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order, or to other persons to whom they may lawfully be communicated in accordance with the Order.
United States
The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or other jurisdiction. Accordingly, the Notes may not be offered or sold absent registration under the Securities Act or an exemption therefrom. There will be no public offering of the Notes in the United States. The Exchange Offer and Consent Solicitation and the Offering are being made in the United States only to qualified institutional buyers as defined in Rule 144A under the Securities Act.
Canada, Australia and Japan
The Offering and the Exchange Offer and Consent Solicitation are not being made, directly or indirectly, in Canada, Australia or Japan. The Notes may not be offered, sold, exchanged or delivered in Canada, Australia or Japan. The Preliminary Offering Memorandum, the Exchange Offer Memorandum or any other material relating to the Offering or the Exchange Offer and Consent Solicitation may not be distributed in Canada, Australia or Japan.
Stabilisation/FSA