Mhp Reg S Regulatory News (MHPC)

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

October 5, 2018

EXTENSION OF CONSENT SOLICITATION

MHP SE

(a European Public Limited Liability Company (Societas Europaea) registered in Cyprus, with registered office at 16-18 Zinas Kanther Street, Ayia Triada, 3035 Limassol, Cyprus, with Registration Number SE 27)

Extension of solicitation of Consents to amend the indenture (the "Indenture") dated as of April 2, 2013 (as supplemented by the supplemental indenture dated as of March 8, 2016) in relation to the U.S.$750,000,000 8.25% Notes due 2020 issued by MHP SERegulation S Notes: Common Code 078395044/ ISIN USL6366MAC75/ CUSIP L6366MAC7Rule 144A Notes: Common Code 078395079/ ISIN US55302TAC99/ CUSIP 55302TAC9

MHP SE (the "Company") notifies holders (the "Holders") of the outstanding U.S.$79,417,000 8.25% Notes due 2020 issued by the Company (Regulation S Notes: Common Code 078395044/ ISIN USL6366MAC75/ CUSIP L6366MAC7; Rule 144A Notes: Common Code 078395079/ ISIN US55302TAC99/ CUSIP 55302TAC9) (the "Notes") that it has extended the consent solicitation (the "Consent Solicitation") made pursuant to the consent solicitation memorandum dated September 20, 2018 (the "Consent Solicitation Memorandum") with respect to certain proposed amendments (the "Proposed Amendments") to the Indenture and the Notes. Capitalized terms used but not defined in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum.

The Consent Solicitation, which was previously scheduled to expire at 5:00 p.m. (New York time) on October 4, 2018, has been extended to expire at 5:00 p.m. (New York time) on October 12, 2018, unless further extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "New Expiration Time"). The Consent Settlement Date, which was previously scheduled for October 9, 2018, has been rescheduled for October 17, 2018 (the "New Consent Settlement Date").

In addition, the Issuer is amending the amount of the Consent Payment. The previous Consent Payment of U.S.$5.00 for each U.S.$1,000 in principal amount of the Notes is now amended to be U.S.$10.00 for each U.S.$1,000 in principal amount of the Notes (the "New Consent Payment").

Amendments to the Consent Solicitation are limited to the New Expiration Time, the New Consent Settlement Date and the New Consent Payment, as outlined above. All other terms of the Consent Solicitation will remain the same. Holders who have previously delivered Consents and have not revoked their Consents on or prior to the Expiration Time need not take any further action in order to receive the New Consent Payment (if and when it becomes payable) if the Consent Solicitation is successful.

As of 5:00 p.m. (New York time) on October 4, 2018, the Company had secured Consents from Holders representing 24.4% of the outstanding principal amount of the Notes, and it had received confirmations of support for the Consent Solicitation and the Proposed Amendments, subject to the New Consent Payment, the New Consent Settlement Date and the New Expiration Time, from Holders representing 24.2% of the outstanding principal amount of the Notes. Therefore, in total, Holders representing 48.6% of the outstanding principal amount of the Notes supported the Consent Solicitation and the Proposed Amendments, subject to the New Consent Payment, the New Consent Settlement Date and the New Expiration Time, as of 5:00 p.m. (New York time) on October 4, 2018.

Holders, including those who have already delivered a Consent, may validly revoke their Consents prior to 5:00 p.m. (New York time) on the date of receipt of the Requisite Consents (the "Effective Time"), which may be earlier than the Expiration Time. Holders who have already delivered a Consent in the Consent Solicitation will be deemed to have consented to the Proposed Amendments unless they validly revoke their Consent prior to the Effective Time. Any such Holders who do not wish to consent to the Proposed Amendments should revoke their Consent as soon as possible.

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

Requests for all information in relation to the Consent Solicitation should be directed to:

The Solicitation Agent

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London

E14 5JP

United Kingdom

Attention: Liability Management

Telephone: +44 (0) 207 134 2468

Email: em_europe_lm@jpmorgan.com

The Information and Tabulation Agent

D.F. King Ltd.

Email: mhp@dfkingltd.com

Website: https://sites.dfkingltd.com/mhp

This announcement and any documents or materials relating to the Consent Solicitation do not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or any other entity in any jurisdiction.

The distribution of this announcement and any documents or material relating to the Consent Solicitation in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or any such documents or materials come are required by the Company, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and any documents or materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.

The Notes have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities law of any state or jurisdiction of the United States and may not be reoffered or resold except pursuant to an applicable exemption from the registration requirements of the Securities Act. Neither the SEC nor any U.S. state securities commission has approved or disapproved of any Notes, or determined if any documents or materials relating to the Consent Solicitation are accurate or complete. Any representation to the contrary is a criminal offence.

This announcement and any other documents or materials relating to the Consent Solicitation are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). 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. Such documents and/or materials are only directed at and may only be communicated to (1) 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"), (2) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (3) any other persons to whom these documents and/or materials may lawfully be 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. Nothing in this announcement constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the United States or in any other jurisdiction.

No documents or materials relating to the Consent Solicitation, including this announcement (collectively referred to as the "Consent Documents") have been submitted to the approval or are intended to be submitted to the approval of the Cyprus Securities and Exchange Commission and consequently the Consent Documents will not be distributed, released, published, communicated, advertised or disseminated, whether directly or indirectly, to the information distribution channels or to the public in Cyprus.

The communication of the Consent Documents in Cyprus may be made to and directed only at "professional clients", by a duly licensed investment firm or credit institution (authorized under Directive 2013/36/EU), permitted and authorised to conduct such activities in Cyprus and in accordance with the provisions of (i) the Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007, as amended (ii) the Investment Services and Activities and Regulated Markets Law, No. 87(I)/2017, as amended from time to time; and (iii) 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.

If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or dealer and the Solicitation Agent or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Consent Solicitation shall be deemed to be made by the Solicitation Agent or such affiliates, as the case may be, on behalf of the Company in such jurisdiction where it/they is/are so licensed and the Consent Solicitation is not being made in any such jurisdiction where the Solicitation Agent or one of its affiliates are not so licensed.

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 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 undertakes 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.

Note: This announcement contains "regulated information" for the purposes of the EU Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004) and the Cyprus Transparency Law (Law No. 190(I)/2007). In addition, the European Union Market Abuse Regulation (Regulation EU 596/2014 of the European Parliament and of the Council of 16 April 2014) requires the Company to disclose that this announcement contains "inside information", as defined in the European Union Market Abuse Regulation.

Please address any questions or concerns to :

Anastasiya Sobotyuk

Director of IR

+38 044 207 00 70

+38 050 339 29 99

a.sobotyuk@mhp.com.ua

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.