Last checked at 12 Nov 2010 17:45
Novorossiysk Port Capital S.A. and Public Joint Stock Company Novorossiysk Commercial Sea Port announce consent solicitation in respect of
U.S.$300,000,000 7 per cent. Loan Participation Notes due 2012 (the "Notes")
ISIN XS0300986337/Common Code 030098633
12 November 2010
Novorossiysk Port Capital S.A. (the "Issuer"), with the approval of Public Joint Stock Company Novorossiysk Commercial Sea Port (the "Company"), hereby announces that it is seeking approval by an extraordinary resolution (the "Extraordinary Resolution") of the holders of the Notes (the "Noteholders"), pursuant to a trust deed dated 17 May 2007 made between the Issuer and Deutsche Trustee Company Limited (the "Trustee") (the "Trust Deed"), of the following proposals (the "Proposals"):
(1) to sanction and approve the waiver of, and authorise and direct the Trustee to waive, the breach of the Consolidated Leverage Ratio contained in the limitation on indebtedness covenant contained in Clause 10.1 of the U.S.$300,000,000 loan agreement dated 14 May 2007 between the Issuer and the Company (the "Loan Agreement") which would arise as a result of the implementation of the Transaction;
(2) to sanction and approve the waiver of, and authorise and direct the Trustee to waive, the obligation of the Issuer to declare a Put Event under Condition 6(d) of the terms and conditions of the Notes (the "Conditions") and the obligation of the Company to prepay the Loan under Clause 10.11 of the Loan Agreement as a result of a Change of Control (as defined in the Loan Agreement), in each case, which would arise as a result of the Omirico Change of Control (as described below) and release the Issuer from any obligation to redeem the Notes pursuant to Condition 6(d) as a result of the Omirico Change of Control;
(3) to sanction and approve that the Noteholders irrevocably (i) waive their rights to require the Issuer to redeem their Notes pursuant to Condition 6(d) arising on a Change of Control (as defined in the Loan Agreement) or on a Put Event (as defined in Condition 6(d)) and (ii) release the Issuer from any obligation to redeem the Notes pursuant to Condition 6(d), in each case, which would arise as a result of the Omirico Change of Control; and
(4) in the event that the Company confirms in writing to the Trustee that the consolidated leverage ratio agreed with the bank lender in respect of the Bank Financing (as defined below) is more restrictive than the Consolidated Leverage Ratio contained in Clause 10.1 of the Loan Agreement, to authorise the Trustee to consent to, and the Issuer to enter into, an amendment to the Loan Agreement to give effect to an amendment to the Consolidated Leverage Ratio to reflect the terms of the consolidated leverage ratio agreed for the Bank Financing with the relevant bank lender,
all as further described, and subject to the terms and conditions contained, in a consent solicitation statement dated the date hereof prepared in connection with the Proposals (the "Consent Solicitation Statement").
The meeting at which the Extraordinary Resolution will be considered and, if thought fit, passed, will be held at 3.00 p.m. (London time) on 6 December 2010 (the "Meeting") at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London EC2M 3XF, United Kingdom. Notice of the Meeting has been given in accordance with the terms and conditions of the Notes.
In the event that the Extraordinary Resolution is passed, all Noteholders who voted in favour of the Extraordinary Resolution and did not later revoke their vote will be entitled to a consent fee of U.S.$12.5 for each U.S.$1,000 in principal amount of the Notes held on the Record Date (the "Consent Fee"). Assuming the passing of the Extraordinary Resolution, the Proposals will be binding on all the Noteholders, including those Noteholders who do not accept the Proposals by not voting or not voting in favour of the Proposals and who, as a result, will also not be entitled to the Consent Fee.
The final voting deadline for submission of Electronic Voting Instructions is 3:00 p.m. (London time) on 2 December 2010 (the "Final Voting Deadline"). Noteholders who otherwise wish to give voting instructions or who wish to attend and vote at the meeting in person or to make other arrangements to be represented at that meeting must take action before the Final Voting Deadline.
The Proposals are being put forward in connection with (i) the proposed acquisition by the Company of 100% of the participatory interests in Primorsk Trade Port LLC ("PTP") from Omirico Limited ("Omirico"), the sole shareholder of PTP (the "Primorsk Acquisition"); and (ii) a bank debt financing which the Company proposes to obtain in order to fund a portion of the purchase price payable for the Primorsk Acquisition (the "Bank Financing" and together with the Primorsk Acquisition, the "Transaction"), each of which is conditional on the other. It is a condition to the Transaction that Kadina Limited ("Kadina") sell to Omirico, and that Omirico purchase, 100% of the issued shares of Novoport Holding Ltd. ("Novoport"), which holds 50.1% of the Company's shares (the "Omirico Change of Control").
For full details regarding the Company, PTP, the Proposals, the Transaction and the Change of Control, you should refer to the Consent Solicitation Statement which contains the notice of the Meeting.
Amendments
The Issuer, with the approval of the Company, reserves the right, where possible and at any time prior to 2 December 2010, to amend or waive any and all terms and conditions of the Proposals or the Extraordinary Resolution as set out in this Consent Solicitation Statement. Noteholders wishing to amend or revoke their votes following such an amendment may do so at any time prior to the Final Voting Deadline. Noteholders should note that any such amendment to the Proposals or the Extraordinary Resolution may require a new Meeting to be convened in which case Noteholders will be given notice of any such new Meeting in accordance with the provisions of the Trust Deed.
Further Information
Requests for copies of the Consent Solicitation Statement and any information in relation to the procedures for voting in respect of the Proposals should be directed to the Tabulation Agent at:
D. F. King (Europe) LimitedCityPoint, 1 Ropemaker Street,London EC2Y 9AW, United KingdomAttention: Caroline HallTelephone: +44 20 7920 9718E-mail: ncsp@king-worldwide.comwww.king-worldwide.com/kwwprojects/ncsp
Morgan Stanley & Co. International plc is the Solicitation Agent for the Consent Solicitation. Requests for information in relation to the Consent Solicitation should be directed to:
Morgan Stanley & Co. International plc25 Cabot Square, Canary Wharf
London E14 4QA, United KingdomAttention: Liability Management EuropeE-mail: liabilitymanagementeurope@morganstanley.com.
DISCLAIMER
This announcement must be read in conjunction with the Consent Solicitation Statement. This announcement and the Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Proposals. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of the Proposals. None of the Issuer, Company, the Solicitation Agent, the Tabulation Agent or the Trustee makes any recommendation whether holders should vote in respect of the Proposals.
This announcement and the Consent Solicitation Statement 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 Issuer, the Company or any other entity. The distribution of this announcement and the Consent Solicitation Statement may nonetheless be restricted by law in certain jurisdictions. Any person who acquires possession of this announcement and/or the Consent Solicitation Statement is required by the Issuer, the Company, the Solicitation Agent, the Tabulation Agent and the Trustee to observe any such restrictions. This announcement and the Consent Solicitation Statement do not constitute a solicitation in any circumstances in which such solicitation would be considered unlawful. The Issuer, the Company, the Solicitation Agent, the Tabulation Agent and the Trustee will not incur any liability for their own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.