3 Jan 2014 08:13
January 3, 2014
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs,
Sub: Outcome of the meeting of bondholders, US$ 127,721,000 5.70% Secured Convertible Bonds due 2017.
This is to inform you that the holders of the outstanding US$ 127,721,000 5.70% Secured Convertible Bonds due 2017, convertible into ordinary shares of Subex Limited ("Bonds"), have at a meeting of the Bondholders on January 3, 2014, undertaken the following action in relation to the Bonds. A summary of the key action taken is set out below:
Ø The Bondholders have waived the requirement under the terms and conditions of the Bonds ("Terms") for the Company to make the scheduled payment of interest on January 6, 2014, on the condition that the Issuer pay to or to the order of the Trustee an amount of US$ 28.50 together with the amount of US$ 57.00 due under the deed of Undertaking entered into between the Trustee and the Issuer dated 4 January 2013 for each US$ 1,000 principal amount of Bonds is paid to the Bondholders when the Bonds are redeemed.
Please find enclosed herewith for your reference and records a copy of the notice communicating outcome of the meeting to the holders of 5.70% Bonds.
Thanking you,
Yours truly
For Subex Limited
Ganesh K V
Global Head-Finance, Legal & Company Secretary
THIS NOTICE IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY OR EXCHANGE ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
THIS NOTICE OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE MEETING HAVE NOT BEEN SUBMITTED TO THE CLEARANCE PROCEDURES OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND REGULATIONS. THIS NOTICE IS CIRCULATED IN THE REPUBLIC OF ITALY UNDER THE EXEMPTION PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE FINANCIAL SERVICES ACT) AND ARTICLE 35-BIS, PARAGRAPH 4, LETTER B) OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF bondHOLDERS. IF bondHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.
SUBEX LIMITED
(incorporated in the Republic of India with limited liability under the Indian Companies Act, 1956 with CIN L85110KA1994PLC016663)
(the Issuer)
NOTICE
to the holders of the
U.S.$127,721,000 5.70% Secured Convertible Bonds due 2017, convertible into Ordinary Shares of Subex Limited (the Bonds)
ISIN: XS0799661698
relating to MATTERS CONSIDERED AT a meeting convened by the issuer
at [11.00 A.m.] (SINGAPORE time) on 3 jANUARY 2014
We refer to a Notice of Meeting from the Issuer dated 10th December 2013 (the Notice of Meeting). Terms used but not defined in this Notice have the meaning given in the Notice of Meeting.
Results of Meeting
Notice is hereby given to the holders of the Bonds that, at the Meeting of such holders held on 3 January 2014 at 11:00 a.m. (Singapore time) at the offices of Hogan Lovells Lee & Lee, 50 Collyer Quay, #10-01 OUE Bayfront, Singapore 049321, the Extraordinary Resolution set out in the Notice of Meeting previously notified to Bondholders in accordance with the terms of the Trust Deed for such Bonds was duly passed.
The Issuer has provided the Trustee with: (i) a duly executed deed of undertaking in the form attached as Schedule 1 to the Notice of Meeting; and (ii) a duly executed officer's certificate in the form attached as Schedule 2 to the Notice of Meeting, as a result of which the Extraordinary Resolution has become effective.
This Notice is given by:
SUBEX LIMITED
January 3, 2014