2 Oct 2009 12:14
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ITALY.
SUBEX LIMITED - EXCHANGE OFFER FOR ITS OUTSTANDING U.S.$180 MILLION 2.00% COUPON CONVERTIBLE UNSECURED BONDS DUE 2012
Mumbai, 2 October 2009 - Subex Limited (the "Company") announced on 25 September 2009 the invitation to holders of its outstanding U.S.$180 million 2.00% Coupon Convertible Unsecured Bonds due 2012 (ISIN: XS0289206285) (the "Existing Bonds") to offer to exchange any or all of such Existing Bonds for new U.S. dollar denominated convertible unsecured bonds due 2012 (the "New Bonds") (the "Exchange Offer").
The Company has notified Bondholders on 2 October 2009 as follows:
1. In accordance with paragraph 11 of "Terms of the Exchange Offer" (the "Exchange Offer Terms") set out in the Exchange Offer Memorandum dated 25 September 2009 (the "Exchange Offer Memorandum"), the following amendments have been made by the Company to the Exchange Offer: (a) the Expiration Deadline has been extended to 12.00 p.m. (London time) on 8 October 2009; and
(b) the announcement of results of the Exchange Offer will take place at or around 10.00 a.m. (London time) on 16 October 2009; and (c) the definition of "Relevant Indebtedness" in the last paragraph of Condition 4.2 (Other Covenants) of the New Bonds set out under the section "Terms and Conditions of the Bonds" in the Preliminary Offering Circular dated 25 September 2009 be amended as follows: "(vi) "Relevant Indebtedness" means indebtedness, other than indebtedness outstanding under the U.S.$180,000,000 2.00 per cent. Coupon Convertible Unsecured Bonds due 2012 of the Company and indebtedness under these Bonds or between members of the Group, evidenced by bonds, debentures, notes or other similar instruments or in the form of bank loans."
2. In accordance with paragraph 11(c) of the Exchange Offer Terms, Electronic Exchange Applications already submitted will remain valid and binding notwithstanding the amendments set out in such notice.
3. Pursuant to Condition 4.2 of the Existing Bonds, the Company has undertaken that, inter alia, save in certain circumstances, it will not incur additional Relevant Indebtness without the approval of an Ordinary Resolution if immediately following the incurrence of such additional Relevant Indebtedness the aggregate quantum of the Group's Relevant Indebtedness would exceed the Maximum Debt Level. An issue of New Bonds by the Company pursuant to the Exchange Offer would constitute the
incurrence of additional Relevant Indebtedness. There is a possibility that the principal amount of the New Bonds to be issued by the Company to Bondholders who have offered their Bonds (the "Offered Bonds") in exchange for New Bonds pursuant to the Exchange Offer, when aggregated
with any existing Relevant Indebtedness of the Group, may exceed an amount equal to the Maximum Debt Level. In order for the Company to accept the Offered Bonds for exchange, the Company intends to seek an Ordinary Resolution from Bondholders, by way of a written resolution, for the approval of the issue of the New Bonds in accordance with Condition 4.2 of the Existing Bonds. A notice to Bondholders in respect of the vote on the Ordinary Resolution (the "Notice") will be sent on or around 8 October 2009. The record date for the purposes of the vote on the Ordinary Resolution will be specified in such Notice and is expected to be on or around the date of such Notice. Holders of the Bonds on such record date (including the Holders who have submitted valid
Electronic Exchange Applications pursuant to the Exchange Offer) will be entitled to vote on the Ordinary Resolution. The Company intends to announce the results of the vote on the Ordinary
Resolution on or around 10.00 a.m. (London time) on 16 October 2009. However, if insufficient votes are received on the Ordinary Resolution, the Company may extend the deadline for the vote on the Ordinary Resolution and the date of the announcement of the results of the Exchange Offer. In the
event that approval is not obtained by the Company pursuant to the Ordinary Resolution, the
Company may not be able to accept all the Offered Bonds for exchange.
4. In respect of the Lenders' Approval, the Company has received a no objection certificate from Axis Bank Limited on 30 September 2009 and a no objection certificate from The State Bank of India on 29 September 2009. Accordingly, the Lenders' Approvals have been received by the Company. Capitalised terms used in this announcement bear the same meanings ascribed to such terms in the Exchange Offer Memorandum and the terms and conditions of the Existing Bonds.
The Exchange Offer is not being made in the United States or Italy or to any U.S. person or to any person located or resident in Italy and is also restricted in other jurisdictions, as more fully described in the Exchange Offer Memorandum. Further details of the Exchange Offer are set out in the Exchange Offer Memorandum. Eligible holders of the Existing Bonds are advised to carefully read the Exchange Offer Memorandum for full details of, and information on the procedures for participating in, the Exchange Offer.
Barclays Bank PLC is acting as Dealer Manager and The Bank of New York Mellon, London Branch is acting as Exchange Agent.
Requests for information in relation to the Exchange Offer should be directed to:
The Dealer Manager:
Barclays Bank PLC
Telephone: +44 20 7773 8300 (attention: Equity Syndicate) or
+852 2903 2776 (attention: Equity Capital Markets)
Email: projectstanford@barclayscapital.com
Requests for information in relation to the procedures for submitting Electronic Exchange Applications or for any documents or materials relating to the Exchange Offer should be directed to:
The Exchange Agent:
The Bank of New York Mellon, London Branch
Telephone: +44 20 7964 4958
Email: angie.chiong@bnymellon.com
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THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN THE UNITED STATES OR IN ANY OTHER JURISDICTION, AND NONE OF THE SECURITIES TO BE ISSUED PURSUANT TO THE EXCHANGE OFFER, IF CONSUMMATED, MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR IN ANY OTHER JURISDICTION WHERE SUCH SALE IS PROHIBITED. THE COMPANY DOES NOT INTEND TO REGISTER ANY OF THE SECURITIES TO BE ISSUED PURSUANT TO THE EXCHANGE OFFER IN THE UNITED STATES.