8 Oct 2009 17:25
RNS Number : 5009A
Subex Limited
08 October 2009
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ITALY.
SUBEX LIMITED CONFIRMS EXPIRATION DEADLINE, ANNOUNCEMENT OF RESULTS AND SETTLEMENT DATE IN RELATION TO ITS INVITATION TO THE HOLDERS OF ITS OUTSTANDING US$180 MILLION 2.00% COUPON CONVERTIBLE UNSECURED BONDS DUE 2012 TO EXCHANGE THEIR BONDS FOR NEW US DOLLAR-DENOMINATED 5.00 PER CENT CONVERTIBLE UNSECURED BONDS DUE 2012; SEEKS BONDHOLDER APPROVAL FOR EXTRAORDINARY AND ORDINARY RESOLUTION.
Mumbai, 8 October 2009 - Subex Limited (the “Company”) has today published the following announcement:
1. Further to the announcements to Bondholders dated 2 October 2009 and 7 October 2009 by the Company, in accordance with paragraph 11 of the "Terms of the Exchange Offer" (the "Exchange Offer Terms") set out in the Exchange Offer Memorandum dated 25 September 2009 (as supplemented and amended, the "Exchange Offer Memorandum"), the following additional amendments have been made by the Company to the Exchange Offer:
(a) as notified to Bondholders in the announcement of 7 October, the Expiration Deadline has been extended to 12.00 p.m. (London time) on 14 October 2009;
(b) the announcement of results of the Exchange Offer is expected to take place at or around 10.00 a.m. (London time) on or around 30 October 2009, subject to the Company receiving the requisite approvals described in paragraph (d) below;
(c) the Settlement Date is expected to be on or around 2 November 2009, subject to the Company receiving the requisite approvals described in paragraph (d) below; and
(d) the Exchange Offer is subject to (i) the receipt of the Shareholders Approval, (ii) the receipt of the RBI Approval, (iii) the receipt of the Lenders' Approval and (iv) the passing of an extraordinary resolution (the "Extraordinary Resolution") and an ordinary resolution (the "Ordinary Resolution") of Bondholders at a Meeting (as defined below), details of which are set out below, in each case, prior to the Settlement Date. The Lenders' Approval has been obtained by the Company. If the Shareholders Approval or the RBI Approval is not obtained, or if any of the Extraordinary Resolution or the Ordinary Resolution is not passed, in each case prior to the Settlement Date, the Exchange Offer will automatically terminate, notwithstanding that the Expiration Deadline may have passed, and the Bondholders will continue to hold the Existing Bonds.
2. In accordance with paragraph 11(a) of the Exchange Offer Terms, Bondholders will have the right to revoke their Electronic Exchange Applications before the Expiration Deadline.
3. Notwithstanding the statement of intent by the Company in paragraph 3 of the announcement of 2 October 2009, the Company will not be issuing the announcement referred to therein on 8 October 2009.
4. Bondholders are asked to take note that the Company expects to announce its unaudited consolidated financial results for the quarter ended 30 September 2009 on or around 20 October 2009.
5. The Company has on the date hereof, simultaneously issued a separate notice to Bondholders (the "Meeting Notice") to convene a meeting of the Bondholders (the "Meeting", which term shall include any adjourned meeting) pursuant to Condition 14 of the Existing Bonds and the provisions of Schedule 3 of the Trust Deed, to be held at the offices of Clifford Chance at 28th Floor, Jardine House, One Connaught Place, Hong Kong on 30 October 2009 at 11.00 a.m. (Hong Kong time) to consider, and if thought fit, pass, the Extraordinary Resolution and the Ordinary Resolution. The record date for purposes of determining Bondholders who are entitled to vote on such Extraordinary Resolution and on such Ordinary Resolution is 14 October 2009. The Company expects to announce the results of the Meeting on 30 October 2009, subject to the Company receiving the requisite approvals described in paragraph 1(d) above. In the event that the Extraordinary Resolution or the Ordinary Resolution is not passed at the Meeting, the Company will not be able to issue the New Bonds in exchange for the Existing Bonds and/or complete the Exchange Offer.
6. The Extraordinary Resolution to be considered by the Bondholders is that the Meeting:
(a) sanctions, discharges, exonerates and ratifies any and/or all past failure(s) by the Issuer to comply with, or any past breach(es) by the Issuer, of (i) Condition 4.2 (Other Covenants) of the Bonds and/or (ii) clauses 9.3 or 9.7 of the Trust Deed; and
(b) sanctions, discharges, exonerates and ratifies any and/or all Event(s) of Default or Potential Event(s) Default that are or may have been caused by, or resulted from, any and/or all past failure(s) of the Issuer to comply with, or any past breach(es) by the Issuer, of (i) Condition 4.2 (Other Covenants) and/or (ii) clauses 9.3 or 9.7 of the Trust Deed;
(c) sanctions, approves, authorises and directs the Trustee to take all and any action necessary to effect the approvals, sanctions, discharges, exonerations and ratifications in the Extraordinary Resolution;
(d) discharges and exonerates the Trustee from all liability from which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the matters referred to in paragraphs (a), (b) or (c) above, their implementation or the Extraordinary Resolution;
(e) acknowledges that the Trustee shall have no liability for acting upon the Extraordinary Resolution even it may be subsequently found that there is a defect in the passing of the Extraordinary Resolution or that for any reason the Extraordinary Resolution is not binding on the current or subsequent Bondholders or their successors or assigns;
(f) agrees that the Trustee shall not assume any liability or obligation to the other parties to the Trust Deed by virtue of the matters contemplated by the Extraordinary Resolution; and
(g) acknowledges that capitalised terms used in the Extraordinary Resolution and not otherwise defined have the same meanings as given to them in the Trust Deed and, to the extent not defined therein, in the notice convening the Meeting.
7. The Ordinary Resolution to be considered by the Bondholders is that the Meeting:
(a) pursuant to Condition 4.2 (Other Covenants), approves the issue of any New Bonds by the Company pursuant to the Exchange Offer (as may be amended or supplemented in accordance with the provisions of the Exchange Offer Memorandum);
(b) pursuant to Condition 4.2 (Other Covenants), approves the incurrence of any additional Relevant Indebtedness by the Company in connection with any refinancing of the Bonds;
(c) sanctions, approves, authorises and directs the Trustee to take all and any action necessary to effect the approvals in the Ordinary Resolution;
(d) discharges and exonerates the Trustee from all liability from which it may have become or may become responsible under the Trust Deed in respect of any act or omission in connection with the matters referred to in paragraphs (a), (b) or (c) above, their implementation or the Ordinary Resolution;
(e) acknowledges that the Trustee shall have no liability for acting upon the Ordinary Resolution even it may be subsequently found that there is a defect in the passing of the Ordinary Resolution or that for any reason the Ordinary Resolution is not binding on the current or subsequent Bondholders or their successors or assigns;
(f) agrees that the Trustee shall not assume any liability or obligation to the other parties to the Trust Deed by virtue of the matters contemplated by the Ordinary Resolution; and
(g) acknowledges that capitalised terms used in the Ordinary Resolution and not otherwise defined have the same meanings as given to them in the Trust Deed and, to the extent not defined therein, in the notice convening the Meeting.
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.
This announcement is to be read in conjunction with the Exchange Offer Memorandum and any other announcements made following the date of the Exchange Offer Memorandum.
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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.
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