TMKS.L Regulatory News (TMKS)

14 Apr 2008 17:19

OAO TMK14 April 2008 OAO TMK ANNOUNCES A CONSENT SOLICITATION IN RELATION TO THE OUTSTANDINGU.S.$300,000,000 8.50% LOAN PARTICIPATION NOTES DUE 2009 ISSUED BY TMK CAPITALS.A. FOR THE SOLE PURPOSE OF FINANCING A LOAN TO TMK 14 April 2008 Overview OAO TMK ("TMK") today provided a notice of meeting (the "Notice of Meeting") toholders of the outstanding U.S.$300,000,000 8.50 per cent. Loan ParticipationNotes due 2009 issued by TMK Capital S.A. for the sole purpose of financing aloan to TMK (the "Notes"). On 14 March 2008, TMK entered into a Back-to-Back Purchase Agreement (the "Purchase Agreement") with Evraz Group S.A. ("Evraz"), whereby TMK will acquirefrom Evraz all of the issued and outstanding shares of capital stock of IPSCOTubulars Inc. and 51 per cent. of the issued and outstanding shares of capitalstock of NS Group Inc. substantially simultaneously with Evraz's acquisition ofsuch capital stock from IPSCO Enterprises (US), LLC, a subsidiary of SSABSvenskt Stal AB for cash consideration of approximately U.S.$1.2 billion,subject to working capital adjustments. Concurrently with TMK's entry into the Purchase Agreement, OAO Volzhsky PipePlant, a subsidiary of TMK, entered into a Call/Put Option Agreement with Evrazto acquire the remaining 49 per cent. of the issued and outstanding capitalstock of NS Group, Inc., which will be exercisable in 2009 for approximatelyU.S.$500 million, subject to certain adjustments. The closing of the transactionwill be subject to customary regulatory approvals and closing conditions. In order to finance the acquisition of the assets described above (the "Acquisition"), TMK may incur additional indebtedness. After giving effect tothe incurrence of any such indebtedness, the ratio of TMK's ConsolidatedIndebtedness to 12-Month Consolidated EBITDA could exceed the maximum levelcurrently permitted by the covenant described in Clause 14.2 of the LoanAgreement relating to the Notes. Accordingly, it is proposed that the relevantprovisions in the Loan Agreement (and the corresponding provisions in the LoanGuarantee) be amended such that: 1) the net effect of the Acquisition upon 12-Month Consolidated EBITDA; and 2) any indebtedness incurred in connection with the Acquisition and anysubsequent refinancing of such indebtedness, are excluded for purposes of the calculation of the ratio of ConsolidatedIndebtedness to 12-Month Consolidated EBITDA in Clause 14.2 of the LoanAgreement (and the corresponding covenant in the Loan Guarantee). Instruction Fees The following Instruction Fees (expressed as a percentage of the principalamount of the Notes held by a Holder) will be paid to each Holder who delivers,or arranges to have delivered on its behalf, (and who does not revoke) validElectronic Voting Instructions in respect of the Extraordinary Resolution infavour of the Proposal prior to the relevant Instruction Deadline, subject tothe passing of that Extraordinary Resolution: Early Instruction Fee Late Instruction Fee (% of principal amount) (% of principal amount) 1.00 0.50 Expected timetable Event 2008 Announcement of Proposal and Notice of Meeting given to Holders 14 Aprilthrough the Clearing Systems. Early Instruction Deadline: Latest time and date for delivery of valid 4.00 p.m. on 24 AprilElectronic Voting Instructions voting in favour of the Proposalthrough the Clearing Systems to receive the Early Instruction Fee(such Electronic Voting Instructions are irrevocable from this dateand no Early Instruction Fee shall be payable in respect of the Noteswhich are the subject of any such revoked Electronic VotingInstruction). Late Instruction Deadline and Expiration Time: Latest time and date 4.00 p.m. on 2 Mayfor delivery of valid Electronic Voting Instructions voting in favourof the Proposal through the Clearing Systems to receive the LateInstruction Fee (such Electronic Voting Instructions are irrevocablefrom this date and no Late Instruction Fee shall be payable in respectof the Notes which are the subject of any such revoked ElectronicVoting Instruction). No Instruction Fees shall be payable in respectof valid Voting Instructions delivered after the Late InstructionDeadline. Latest time and date for obtaining a form of proxy from the Registrar 4.00 p.m. on 2 Mayand for the issuance or revocation of a voting instruction given otherthan by way of an Electronic Voting Instruction. Time and date of the Meeting. 4.00 p.m. on 6 May Notice of results of the Meeting to be given to Holders. 6 May If the Extraordinary Resolution is passed at the Meeting:Payment of Instruction Fees to Holders who have submitted valid No later than the fifthElectronic Voting Instructions in favour of the Proposal by the Early Business Day followingInstruction Deadline or the Late Instruction Deadline as the case may the Approval Datebe. The Extraordinary Resolution becomes effective when such paymentis made. Holders are advised to refer to the Solicitation Memorandum and Notice ofMeeting each dated 14 April 2008 for meanings of defined terms in thisannouncement, the full terms of the Solicitation Memorandum and the proceduresrelated thereto. Capitalised terms used but not otherwise defined herein shallbe deemed to have the same meanings as set out in the Solicitation Memorandum. Solicitation Agent: UBS: Liability Management Group +44 20 7567 7480 Holders may obtain copies of the Solicitation Memorandum and Notice of Meetingfrom the Tabulation Agent, Lucid Issuer Services Limited at +44 20 7704 0880, byemail at tmk@lucid-is.com. This information is provided by RNS The company news service from the London Stock Exchange