A Solicitation of Consents (9687R)
11 Novembre 2011 - 2:29PM
UK Regulatory
TIDM74JJ
RNS Number : 9687R
Petrol AD
11 November 2011
PETROL AD ANNOUNCES A SOLICITATION OF CONSENTS IN RELATION TO
NOTES
11 November 2011
Petrol AD ("Petrol") hereby announces that it is soliciting the
consent of the holders of the outstanding EUR100,000,000 8.375 per
cent. Guaranteed Notes due 2012 (the "Notes") (ISIN: XS0271812447
and Common Code: 027181244) issued by Petrol and guaranteed by
Naftex Petrol EOOD to the proposals (the "Proposals"), which
include amending the terms and conditions of the Notes to extend
the maturity date of the Notes to 26 January 2017, changing the
minimum denomination of the Notes to EUR100,000, and removing
certain covenants all as more fully described in the Notice of
Meeting and the consent solicitation memorandum dated 11 November
2011 (the "Consent Solicitation Memorandum").
The Consent Solicitation is made on the terms and subject to the
conditions contained in the Consent Solicitation Memorandum.
Capitalised terms used in this announcement have the meanings
ascribed to them in the Consent Solicitation Memorandum.
Description of the Notes Outstanding Principal Amount ISIN/Common Code
--------------------------------------------------------- ----------------------------- ------------------------
EUR100,000,000 8.375 per cent. Guaranteed Notes due 2012 EUR87,038,000 XS0271812447/ 027181244
Rationale for the Consent Solicitation
Petrol is currently seeking (i) to optimise its liability
portfolio by extension of the maturity date of the Notes and (ii)
to remove certain covenants in the terms and conditions of the
Notes to provide Petrol and its subsidiaries with operational
flexibility in the changing business environment.
Meeting of Noteholders
A Meeting of Noteholders has been convened to consider the
Proposals and, if thought fit, pass the Extraordinary Resolution.
The form of the Notice of Noteholders' meeting and the form of the
Extraordinary Resolution are set out in the Consent Solicitation
Memorandum.
Participating in the Consent Solicitation
To participate in the Consent Solicitation, a Noteholder should
deliver, or arrange to have delivered on its behalf, through the
relevant Clearing System and in accordance with the requirements of
such Clearing System, a valid Electronic Consent Instruction, to be
received by the Tabulation Agent prior to the Expiration Time.
Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company or other nominee through which they hold
Notes whether such entity must receive instructions to participate
in the Consent Solicitation before the deadlines specified in the
timeline below.
Expected Timeline
Date Event
--------------------------------------- ---------------------------------------------------------
11 November 2011 Commencement of Consent Solicitation
and distribution of the Consent Solicitation
Memorandum.
Publication of Notice of Meeting through
Euroclear and Clearstream, Luxembourg.
10:00 a.m., London The Consent Solicitation expires unless
time, Petrol extends it or terminates it earlier
4 December 2011 ("Expiration in accordance with the Consent Solicitation
Time") Memorandum.
Last date to submit an Electronic Consent
Instruction or otherwise arrange for
the appointment of a proxy to attend
the Meeting and vote in favour of or
against the Extraordinary Resolution
in accordance with the Trust Deed (subject
to any earlier applicable deadlines set
by Euroclear or Clearstream, Luxembourg,
as the case may be). After this time,
an Electronic Consent Instruction or
other instruction in connection with
the Meeting may only be withdrawn in
the limited circumstances set out in
the Consent Solicitation Memorandum.
10:00 a.m., 5 December Date and time of Meeting. Notice of outcome
2011 of Meeting will be given to Noteholders
as soon as possible thereafter via the
Clearing Systems.
10:00 a.m., 20 December Date and time of any adjourned Meeting
2011 (if required). Notice of outcome of Meeting
will be given to Noteholders as soon
as possible thereafter via the Clearing
Systems.
Any adjourned Meeting (if required) will
take place no less than 14 days after
the date of the first Meeting.
6 January 2012 ("Effective Date on which the Second Supplemental
Date") Trust Deed, the Supplemental Agency Agreement,
the Pledge Annex No. 1, the Cash Management
Loan Agreement Annex No. 1 and the Note
Proceeds Loan Agreement Annex No. 1 will
be signed.
For further information:
A complete description of the terms and conditions of the
Consent Solicitation is set out in the Consent Solicitation
Memorandum. Further details about the transaction can be obtained
from:
The Solicitation Agent:
Adamant Capital Partners AD
Attn: Tatyana Stanoykova
Tel: +359 2 422 5970
Email: tstanoykova@acp.bg
Questions and requests for assistance in relation to the
submission of Electronic Consent Instructions may be directed
to:
The Tabulation Agent:
The Bank of New York Mellon
Tel: +44 (0)20 7964 4958 Email:
debtrestructuring@bnymellon.com
A copy of the Consent Solicitation Memorandum is available upon
request from the Tabulation Agent and the Solicitation Agent.
The Solicitation Agent does not take responsibility for the
contents of this announcement and none of Petrol, Naftex Petrol
EOOD, the Solicitation Agent, the Tabulation Agent, the Trustee or
any of their respective directors, employees or affiliates makes
any representation or recommendation whatsoever regarding the
Consent Solicitation. This announcement must be read in conjunction
with the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information,
which should be read carefully before any decision is made with
respect to the Consent Solicitation. If any Noteholder is in any
doubt as to the action it should take, it is recommended to seek
its own advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Noteholders with any questions on the Consent Solicitation or
the Proposals should contact the Solicitation Agent for further
information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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