TIDM74JJ
RNS Number : 1500O
Petrol AD
13 September 2011
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING
AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL
ADVISER.
THE INVITATION MADE BY Petrol AD, IN CONJUNCTION WITH WHICH THE
MEETING OF Noteholders IS BEING CONVENED IS NOT BEING MADE AND WILL
NOT BE MADE IN OR INTO THE UNITED STATES. THIS DOES NOT AFFECT THE
RIGHT OF Noteholders IN THE UNITED STATES TO ATTEND AND VOTE (OR
APPOINT A PROXY TO ATTEND AND VOTE) AT THE MEETING IN ACCORDANCE
WITH THE PROVISIONS OF THE TRUST DEED.
NOTICE OF MEETING OF THE HOLDERS OF THE
EUR100,000,000 8.375 PER CENT. GUARANTEED NOTES DUE 2011 (THE
"NOTES") OF WHICH EUR98,817,000 OF THE NOTES ARE OUTSTANDING,
ISSUED BY
PETROL AD ("PETROL")
AND GUARANTEED BY
NAFTEX PETROL EOOD ("NAFTEX") ISIN: XS0271812447
NOTICE OF MEETING OF THE HOLDERS OF THE NOTES (THE
"NOTEHOLDERS") TO BE CONVENED PURSUANT TO, AND AS PART OF, AN
INVITATION MADE BY
PETROL
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of
Schedule 3 to the Trust Deed (as defined below) made between Petrol
and the Trustee (as defined below) a meeting (a "Meeting") of the
Noteholders convened by Petrol will be held at the offices of
Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ United
Kingdom on 5 October 2011 at 10:00 a.m., London time, for the
purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an Extraordinary Resolution
(the "Proposals"), in accordance with the provisions of the Trust
Deed.
Unless the context otherwise requires, capitalised terms used in
this notice shall bear the meanings given to them in the
Supplemental Trust Deed (as defined below).
In accordance with normal practice, the Trustee expresses no
opinion on the merits of the proposed modifications and amendments
contained in the Extraordinary Resolution or on whether the
Noteholders would be acting in Noteholders best interests in
approving it, and nothing in this Notice should be construed as a
recommendation to Noteholders from the Trustee to vote in favour
of, or against the Extraordinary Resolution. However, on the basis
of the information set out in the Invitation Memorandum published
by Petrol dated 13 September 2011 and this Notice, the Trustee has
authorised it to be stated that it has no objection to the
Extraordinary Resolution being submitted to Noteholders for their
consideration. The Trustee has not been involved in formulating the
proposed modifications and makes no representation that all
relevant information has been disclosed to Noteholders in the
Invitation Memorandum and/or this Notice. Accordingly, the Trustee
urges Noteholders who are in any doubt as to the impact of the
proposed modifications to seek their own independent financial
advice on the consequences of voting in favour of the Extraordinary
Resolution, including as to any tax consequences.
The text of the Extraordinary Resolution is as follows:
EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders of the EUR100,000,000 8.375
per cent. Guaranteed Notes due 2011 (the "Notes") of which
EUR98,817,000 of the Notes are outstanding, issued by Petrol AD
("Petrol") and guaranteed by Naftex Petrol EOOD ("Naftex")
constituted by a trust deed dated 26 October 2006 (the "Trust
Deed") made between Petrol, Naftex and The Bank of New York Mellon
(the "Trustee") as trustee for the holders of the Notes hereby:
(a) assents to the modification of the terms and conditions of
the Notes (the "Conditions") set out in Schedule 1 (Form of
Certificate for Definitive Notes) to the Trust Deed as follows:
(i) the deletion of Condition 4 (Interest) and insertion of the
following:
"The Notes bear interest from the Issue Date at the rate of
8.375 per cent. per annum, payable annually in arrear on 26 October
in each year (each an "Interest Payment Date") beginning on 26
October 2007. The final annual interest payment will be on 26
October 2010 (the "Final Annual Interest Payment Date"). The Notes
will continue to bear interest from (and including) the Final
Annual Interest Payment Date to (but excluding) the due date for
redemption. Each Note will cease to bear interest from the due date
for redemption, unless, upon due presentation, payment of principal
is improperly withheld or refused. In such event, it shall continue
to bear interest at such rate (both before and after judgment)
until whichever is the earlier of (a) the day on which all sums due
in respect of such Note up to that day are received by or on behalf
of the relevant Holder and (b) the day seven days after the Trustee
or the Principal Paying and Transfer Agent has notified Noteholders
of receipt of all sums due in respect of all the Notes up to that
seventh day (except to the extent that there is failure in the
subsequent payment to the relevant holders under these
Conditions).
Where interest is to be calculated in respect of a period which
is equal to, longer than or shorter than an Interest Period, the
day-count fraction used will be the number of days in the relevant
period, from (and including) the date from which interest begins to
accrue to (but excluding) the date on which it falls due, divided
by the number of days in the Interest Period in which the relevant
period falls (including the first such day but excluding the last).
The period beginning on (and including) 26 October 2006 and ending
on (but excluding) the first Interest Payment Date and each
successive period beginning on (and including) an Interest Payment
Date and ending on (but excluding) the next succeeding Interest
Payment Date is called an "Interest Period".";
(ii) the deletion of Condition 5.1 (Redemption at Maturity) and
insertion of the following:
"Redemption at Maturity
(a) Unless previously redeemed or purchased and cancelled as
provided below, the Issuer will redeem the Notes at their principal
amount on 26 January 2012.
(b) Other than as specified below, the Notes are not optionally
redeemable prior to 26 January 2012",
all as set out in the Supplemental Trust Deed (as defined
below);
(b) authorises, directs, requests and empowers the Trustee:
(i) to concur in and execute, without further notice to the
Noteholders, a deed supplemental to the Trust Deed (the
"Supplemental Trust Deed") to effect the modifications and
amendments referred to in paragraph (a) of this Extraordinary
Resolution substantially in the form of the draft produced to this
meeting and signed by the chairman of the meeting for the purposes
of identification; and
(ii) to concur in, approve, and execute and do all such deeds,
instruments, acts and things that may be necessary, desirable or
expedient in the opinion of the Trustee to carry out and give
effect to this Extraordinary Resolution;
(c) sanctions and approves every modification, abrogation,
variation or compromise of, or arrangement in respect of, the
rights of Noteholders necessary to give effect to this
Extraordinary Resolution and assents to every modification,
variation or abrogation of the Conditions of the Notes and/or the
provisions contained in the Trust Deed involved in or inherent in
or effected by the implementation of this Extraordinary
Resolution;
(d) discharges and exonerates the Trustee from any and all
liability in respect of any act or omission for which it may have
become responsible under the Trust Deed and/or the Notes in
connection with this Extraordinary Resolution or its
implementation, the amendments and modifications referred to in
this Extraordinary Resolution or the implementation of those
modifications and amendments; and
(e) acknowledges that capitalised terms used in this
Extraordinary Resolution have the same meanings as those defined in
the Supplemental Trust Deed, unless the context otherwise
requires."
Background
Terms used but not otherwise defined in this section shall have
the meanings given to them in the Invitation Memorandum or Trust
Deed (as applicable).
Petrol is, among other objectives, currently seeking to optimise
its liability portfolio. To support these objectives, Petrol wishes
to use available cash to reduce the amount of its outstanding debt
and to extend the maturity date of the Notes.
The above Meeting of Noteholders is being convened in accordance
with the terms of the Trust Deed in connection with the Proposals.
Pursuant to the Proposals, Petrol is inviting Noteholders to vote
in favour of the Extraordinary Resolution. If the Extraordinary
Resolution is passed, the maturity date of the Notes shall be
amended to 26 January 2012 on or before the Settlement Date which
is expected to be on or around 12 October 2011, and the interest
payment due on 26 October 2011 will be made on 26 January 2012,
together with further accrued interest to such date.
In addition Petrol is inviting Noteholders, subject to
invitation and distribution restrictions, to offer to sell up to
EUR10,000,000 of their Notes for cash to Petrol (the "Invitation").
Details of the Invitation are contained in the Invitation
Memorandum (as defined below), a copy of which (subject to
invitation and distribution restrictions) is available for
inspection as indicated below.
Documents Available for Inspection
Noteholders may, at any time during normal business hours on any
weekday from the date hereof up to and including the day of the
Meeting and at the Meeting and at any adjourned Meeting (and, in
each case, 15 minutes prior thereto), inspect copies of the
documents listed below relating to the Notes at the specified
offices of the Tender and Tabulation Agent and at the Meeting and
at any adjourned Meeting (and, in each case, 15 minutes prior
thereto). The specified offices of the Tender and Tabulation Agent
and the registered office of the Principal Paying Agent are set out
at the end of this Notice.
The documents available for inspection are:
-- the Trust Deed dated 26 October 2006;
-- the latest draft of the Supplemental Trust Deed referred to
in the Extraordinary Resolution set out above;
-- subject to the invitation and distribution restrictions, a
copy of the Invitation Memorandum dated 13 September 2011 relating
to the Notes (the "Invitation Memorandum"); and
-- a copy of the Prospectus dated 24 October 2006, pursuant to
which the Notes were issued.
Voting and Quorum
(a) The relevant provisions governing the convening and holding
of each Meeting are set out in Schedule 3 to the Trust Deed, a copy
of which is available for inspection as referred to above. Unless
the context otherwise requires, words and expressions used in this
section have the meanings ascribed to them in the Trust Deed.
(b) Noteholders who have sent valid Electronic Tender
Instructions or Electronic Consent Instructions (each as defined in
the Invitation Memorandum) need take no further action in relation
to voting at the Meeting. By submitting an Electronic Tender
Instruction or an Electronic Consent Instruction, each Noteholder
will irrevocably instruct the Principal Paying Agent to arrange for
the appointment of an employee of the Tender and Tabulation Agent
nominated by the Tender and Tabulation Agent as the proxy of the
registered holder to attend the Meeting and, in the case of an
Electronic Tender Instruction, to vote in favour of the
Extraordinary Resolution and, in the case of an Electronic Consent
Instruction, to vote as the Noteholder shall instruct.
Paragraphs (c) to (f) below apply only to Noteholders who have
not submitted Electronic Tender Instructions or Electronic Consent
Instructions to the relevant Clearing System in accordance with the
terms of the Invitation Memorandum and summarise the provisions of
Schedule 3 to the Trust Deed.
The registered holder may by instrument in writing in the
English language (a "form of proxy") in the form available from the
specified office of any Agent and/or the Registrar specified below
signed by the Registered Holder or, in the case of a corporation,
executed under its seal or signed on its behalf by its duly
appointed attorney or a duly authorised officer of the corporation
and delivered to the specified office of the Registrar not less
than 24 hours before the time fixed for the Meeting, appoint any
person (a "proxy") to act on his or its behalf in connection with
the Meeting (or any adjourned Meeting).
A proxy so appointed shall so long as such appointment remains
in force be deemed, for all purposes in connection with the Meeting
(or any adjourned Meeting) to be the holder of the Notes to which
such appointment relates and the Registered Holder of the Notes
shall be deemed for such purposes not to be the holder.
Beneficial owners of Notes who are not accountholders or direct
participants in the clearing system must contact their broker,
dealer, bank, custodian or trust company or other nominee and make
arrangements for the direct participant in the relevant clearing
system to request the appointment of proxy in accordance with the
below and within any time limits specified by the relevant clearing
system.
(c) A Noteholder wishing to attend and vote at the Meeting or
any adjourned Meeting in person must either produce at such Meeting
the Note(s) or arrange for a form of proxy to be issued naming such
holder as proxy in respect of the Note(s).
(d) A holder who does not wish to attend and vote but wishes
someone else to do so may either (i) request that a named
individual of his choice be appointed as proxy to attend and vote
in respect of his Notes or (ii) request that the registered holder
appoint an employee of the Tender and Tabulation Agent (or its
nominee) as proxy to cast the votes relating to the Notes in which
he has an interest at the Meeting (or any adjourned Meeting) and
instructing him that votes attributable to his Notes are to be cast
in a particular way in relation to the resolution to be put to the
Meeting (or any adjourned Meeting).
(e) A holder of a Note may arrange for a form of proxy to be
issued in accordance with the above by procuring that the Note is
deposited at least 24 hours before the time fixed for the Meeting
(or any adjourned such Meeting) and (where applicable) within the
time limit specified by Euroclear or Clearstream, Luxembourg (as
the case may be) with the Principal Paying Agent or (to the
satisfaction of the Principal Agent) is held to the order of the
Principal Paying Agent or blocked in an account with Euroclear or
Clearstream, Luxembourg upon terms that the Note will not cease to
be deposited or held or blocked until the first to occur of the
conclusion of the Meeting or any adjourned such Meeting or the
revocation or amendment of the form of proxy in accordance with the
Trust Deed and requesting through the relevant Clearing Systems
that a form of proxy be issued in accordance with (c) or (d) above
as applicable.
(f) Any instruction is, during the period commencing 24 hours
before the time fixed for the Meeting or any adjourned Meeting and
ending at the conclusion or adjournment of the Meeting, neither
revocable nor capable of amendment.
(g) The quorum at the Meeting required to pass the Extraordinary
Resolution is two or more Noteholders or proxies or representatives
holding or representing in the aggregate not less than 75 per cent.
in principal amount of the Notes for the time being outstanding.
If, within 15 minutes after the time fixed for the Meeting, a
quorum is not present, then the chairman may either dissolve the
Meeting (subject to the agreement of Petrol and the Trustee) or
adjourn it for such period, being not less than 14 days nor more
than 42 days, and to such time and place as the chairman of the
Meeting determines.
(h) The quorum at any adjourned such Meeting required to pass
the Extraordinary Resolution is two or more Noteholders or proxies
or representatives holding or representing in the aggregate not
less than 25 per cent. in principal amount of the Notes for the
time being outstanding. If, within 15 minutes after the time fixed
for the adjourned Meeting, a quorum is not present, then the
Meeting shall be dissolved.
(i) Every question submitted to the Meeting shall be decided in
the first instance by a show of hands unless a poll is (before, or
on the declaration of the result of the show of hands) demanded by
the chairman of the Meeting, Petrol, the Trustee or by one or more
persons holding one or more Notes or being proxies or
representatives and holding or representing in the aggregate not
less than 2 per cent. of the principal amount of the Notes then
outstanding.
(j) Unless a poll is demanded, a declaration by the chairman of
the Meeting that a resolution has or has not been passed shall be
conclusive evidence of the fact without proof of the number or
proportion of the votes cast in favour or against the resolution.
In the case of an equality of votes, the chairman of the Meeting
shall both on a show of hands and on a poll have a casting vote in
addition to any other votes which he may have.
(k) On a show of hands every holder who is present in person or
any person who is present and is a proxy or a representative shall
have one vote and on a poll every person who is so present shall
have one vote in respect of each EUR1,000 principal amount of Notes
held or in respect of which he is a proxy or a representative.
(l) To be passed, the Extraordinary Resolution requires a
majority in favour consisting of not less than 75 per cent. of the
persons voting upon a show of hands or, if a poll is duly demanded,
by a majority consisting of not less than 75 per cent. of the votes
cast on such poll. If passed, the Extraordinary Resolution will be
binding on all the Noteholders whether or not present at the
Meeting and whether or not voting, and upon all the Couponholders
and each of them shall be bound to give effect to it accordingly.
The passing of any such resolution shall be conclusive evidence
that the circumstances justify the passing thereof.
(m) This notice and any non-contractual obligations arising out
of or in connection with it, are governed by English law.
(n) The Noteholders will be notified via Euroclear and
Clearstream, Luxembourg of the results of voting on the
Extraordinary Resolution within 14 days of such results being
known.
(o) The Tender and Tabulation Agent and Dealer Manager may be
contacted with any questions in relation to the Proposals or
Invitation.
(p) The Principal Paying Agent with respect to the Notes is:
PRINCIPAL PAYING AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Attention: Hamish Carmody
Telephone: +44 (0)20 7964 8877
Fax: +44 (0)20 7964 2536
Email: corpsovee@bnymallon.com
(q) The Tender and Tabulation Agent with respect to the
Invitation is:
TENDER AND TABULATION AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Attention: Martin Owen
Telephone: +44 (0)20 7964 4958
Fax: +44 (0)20 7964 2536
Email: debrestructuring@bnymellon.com
(r) The Dealer Manager with respect to the Invitation is:
DEALER MANAGER
Adamant Capital Partners AD
76A James Bourchier Blvd
Tower Hill
Sofia 1407
Republic of Bulgaria
Attention: Tatyana Stanoykova
Tel: + 359 2 422 5970
Email: tstanoykova@acp.bg
This notice is given by:
PETROL AD 43 Cherni Vrah Blvd
Sofia 1407
Republic of Bulgaria
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBBGDCXDBBGBX
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