Mhp Reg S Regulatory News (MHPC)

23 April 2010

MHP S.A.

Pricing Announcement

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.

MHP S.A. (the "MHP") announces that it is issuing USD 330,000,000, 10.25% Senior Notes due 2015 (the "New Notes") for an issue price of 101.452% of principal amount. This is in addition to the USD 240,572,000 10.25% Senior Notes due 2015 (the "Exchange Notes") that it is issuing in an exchange offer for USD 226,495,000 10.25% Senior Notes due 2011 (the "Existing Notes" and together with the New Notes and the Exchange Notes, the "Notes") announced yesterday. The exchange offer will remain open for acceptance until 10 May 2010, unless extended. USD 1,032.5 principal amount of Exchange Notes will be issued for each USD 1,000 principal amount of Existing Notes tendered after the Withdrawal Deadline, which was 21 April 2010. 

The exchange of Existing Notes for Exchange Notes will lengthen MHP's debt maturity profile and harmonise the terms of the Notes it has outstanding. MHP intends to use the net proceeds from the New Notes to repay an estimated aggregate USD 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. USD 90 million of this amount will be held in cash or cash equivalents but is expected to be used in due course for capital expenditure. The New Notes and the Exchange Notes will be fully fungible and are expected to be issued on 29 April 2010.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States or any other jurisdiction. Accordingly, the Notes may not be offered or sold absent registration under the Securities Act or an exception therefrom. There will be no public offering of the notes in the United States.

Stabilisation/FSA