Last checked at 18 Apr 2011 17:02
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE RUSSIAN FEDERATION, UKRAINE, THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Press release April 18, 2011
WTI Trading Limited Announces Amendments to its Lock-up Arrangements
The Company has been informed by WTI Trading Limited today that it has agreed to certain amendments to the lock-up arrangements it entered into with respect to its interest in shares in MHP S.A.("MHP" or the "Company") with Morgan Stanley and UBS in connection with its sale of global depositary receipts representing interests in the Shares in December 2010. These amendments have been entered into to facilitate an equity financing transaction (the "Financing Transaction") with Morgan Stanley.
Following the restructuring of the lock-up arrangement:
§ A portion of the WTI's ordinary shares in MHP will be released from the lock-up arrangement and pledged to Morgan Stanley as security for the Financing Transaction, with the remainder remaining subject to the arrangements entered into in connection with the sale in December 2010
§ In addition, pursuant to the terms of the Financing Transaction, 50.1% of the total outstanding issued capital of the Company will be subject to lock-up arrangements, subject to customary exceptions or with the written consent of Morgan Stanley, until the maturity of the Financing Transaction, which is anticipated to be in April 2014, subject to customary early termination provisions.
§ No securities are being offered for sale in connection with these arrangements at this time
WTI Trading Limited, a limited liability company organised under the laws of Cyprus, is beneficially owned by the controlling beneficial shareholder and CEO of the Company at the date of this press release.
The lock-up arrangements entered into with MHP S.A. in December 2010 are not affected by Financing Transaction.
MHP is one of the leading agro-industrial companies in Ukraine, focusing on the production of poultry and the cultivation of grain.
Important Notice
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 the United Kingdom or any other European Economic Area state, Australia, Canada, Japan, Ukraine, the Russian Federation, or the United States. 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, Japan, Ukraine or the Russian Federation or any other jurisdiction. There will be no public offer of securities in the United States or elsewhere.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom (subject to applicable laws), (ii) to investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above 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 document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so.
This document is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Prospectus Directive") and Part VI of the Financial Services and Markets Act 2000 (the "FSMA"). In any EEA Member State that has implemented the Prospectus Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement and information contained therein are for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Information in this announcement cannot be relied upon as a guide to future performance. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser.