TIDM74JJ
RNS Number : 1506O
Petrol AD
13 September 2011
PETROL AD ANNOUNCES AN INVITATION FOR OFFERS TO SELL NOTES AND
SOLICITATION OF CONSENTS IN RELATION TO NOTES
NOT FOR DISTRIBUTION TO ANY UNITED STATES PERSON OR TO ANY
PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES
13 September 2011
Petrol AD ("Petrol") hereby announces that it is inviting
holders to offer to sell for cash to Petrol up to EUR10,000,000 of
the outstanding EUR100,000,000 8.375 per cent. Guaranteed Notes due
2011 (the "Notes") (ISIN: XS0271812447 and Common Code: 027181244)
issued by Petrol and guaranteed by Naftex Petrol EOOD (the
"Invitation") and to consent to the proposals (the "Proposals")
which include amending the terms and conditions of the Notes to
extend the maturity date of the Notes (not purchased pursuant to
the Invitation) to 26 January 2012 and to make the interest payment
due on the 26 October 2011 on 26 January 2012, together with
further accrued interest to such date.
The Invitation is made on the terms and subject to the
conditions contained in the invitation memorandum dated 13
September 2011 (the "Invitation Memorandum"). Capitalised terms
used in this announcement have the meanings ascribed to them in the
Invitation Memorandum.
Purchase Price
Description of Outstanding per EUR1,000
the Notes Principal Amount ISIN/Common Code principal amount
------------------ ------------------ ------------------ ------------------
EUR100,000,000
8.375 per cent.
Guaranteed Notes XS0271812447/
due 2011 EUR98,817,000 027181244 EUR850
Rationale for the Invitation
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.
Cash to be Received for the Notes
Noteholders whose offers to sell are accepted by Petrol will
receive, subject to the terms and conditions of the Invitation
Memorandum EUR850 per EUR1,000 principal amount of the Notes (the
"Purchase Price") plus accrued and unpaid interest on the Notes
from (and including) the last interest payment date prior to the
Settlement Date to (but not including) the Settlement Date
("Accrued Interest").
The invitation to Noteholders to offer to sell Notes is not
conditional on the passing of the Extraordinary Resolution.
Meeting of Noteholders
In conjunction with the Invitation, a Meeting of Noteholders has
been convened to consider and, if thought fit, pass the
Extraordinary Resolution which, subject to certain conditions set
out therein, will allow Petrol to extend the maturity date of the
outstanding Notes which have not been purchased by Petrol pursuant
to the Invitation and to make the interest payment due on the 26
October 2011 on 26 January 2012, together with further accrued
interest to such date. The form of the notice of Noteholders'
meeting and the form of the Extraordinary Resolution are set out in
the Invitation Memorandum.
Participating in the Invitation
To tender Notes pursuant to the Invitation, 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 Tender Instruction, which
shall include an automatic instruction to vote in favour of the
Extraordinary Resolution, to be received by the Tender and
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 Invitation before the deadlines specified in the timeline
below.
Expected Transaction Timeline
Date Event
---------------------- ---------------------------------------
13 September Commencement of Invitation
2011 and distribution of this Invitation
Memorandum.
Publication of Notice of Meeting
through Euroclear and Clearstream,
Luxembourg.
10:00 a.m., London The Invitation expires unless
time, Petrol extends it or terminates
4 October 2011 it earlier in its sole discretion.
("Expiration Last date to submit an Electronic
Time") Tender Instruction or 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 Tender
Instruction, an Electronic
Consent Instruction or other
instruction in connection with
the Meeting may only be withdrawn
in the limited circumstances
set out in the Invitation Memorandum.
10:00 a.m., 5 Date and time of Meeting. Notice
October 2011 of outcome of Meeting will
be given to Noteholders as
soon as possible thereafter
via the Clearing Systems.
5 October 2011(*) Announcement of whether Petrol
after the conclusion accepts offers to sell in respect
of the Meeting of the Notes and if so, the
aggregate principal amount
of Notes accepted for purchase
and, if applicable, delivery
of the Acceptance of Offers
to Sell Notice by Petrol.
12 October 2011(*) Expected Settlement Date if
("Settlement adjourned Meeting is not required.
Date") Any adjourned Meeting (if required)
will take place no less than
14 days after the date of the
first Meeting.
20 October 2011 Date and time of any adjourned
Meeting (if required). Notice
of outcome of Meeting will
be given to Noteholders as
soon as possible thereafter
via the Clearing Systems.
25 October 2011 Expected Settlement Date if
adjourned Meeting is required.
25 October 2011 The latest possible Settlement
("Long Stop Date") Date.
* If a meeting is adjourned, the relevant indicative date may be
adjusted accordingly.
For further information:
A complete description of the terms and conditions of the
Invitation is set out in the Invitation Memorandum. Further details
about the transaction can be obtained from:
The Dealer Manager:
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 Tender Instructions or Electronic Consent
Instructions may be directed to:
The Tender and Tabulation Agent:
The Bank of New York Mellon
Tel: +44 (0)20 7964 4958 Email:
debtrestructuring@bnymellon.com
A copy of the Invitation Memorandum is available to eligible
persons upon request from the Tender and Tabulation Agent and the
Dealer Manager.
The Dealer Manager does not take responsibility for the contents
of this announcement and none of Petrol, Naftex Petrol EOOD, the
Dealer Manager, the Tender and Tabulation Agent, the Trustee or any
of their respective directors, employees or affiliates makes any
representation or recommendation whatsoever regarding the
Invitation, or any recommendation as to whether Noteholders should
tender Notes in the Invitation. This announcement must be read in
conjunction with the Invitation Memorandum. No Invitation to
acquire any Notes is being made pursuant to this notice. Any such
Invitation is only being made in the Invitation Memorandum and any
such acquisition or acceptance of Offers should be made solely on
the basis of information contained in the Invitation Memorandum.
This announcement and the Invitation Memorandum contain important
information, which should be read carefully before any decision is
made with respect to the Invitation. 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.
Jurisdictional Restrictions
The Invitation Memorandum does not constitute an offer to
purchase Notes. The Invitation Memorandum does not constitute a
solicitation of an offer to sell Notes in any jurisdiction in which
such solicitation or offer is unlawful, and offers to sell will not
be accepted from Noteholders located or resident in any
jurisdiction in which such solicitation or offer is unlawful. In
those jurisdictions where the securities or other laws require the
Invitation to be made by a licensed broker or dealer, any actions
in connection with the Invitation shall be deemed to be made on
behalf of Petrol by the Dealer Manager or one or more registered
brokers or dealers licensed under the laws of such
jurisdiction.
The distribution of the Invitation Memorandum in certain
jurisdictions is restricted by law. Persons into whose possession
the Invitation Memorandum comes are required by Petrol, Naftex
Petrol EOOD, the Dealer Manager, the Tender and Tabulation Agent
and the Trustee to inform themselves about, and to observe, any
such restrictions.
Noteholders with any questions on the Invitation or Proposals
should contact the Dealer Manager for further information.
United States
The Invitation is not being made and will not be made, directly
or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or any facility
of a national securities exchange of, the United States, and no
offer to sell Notes may be made by any such use, means,
instrumentality or facility from or within the United States, or to
U.S. persons or by persons located or resident in the United
States. Accordingly, copies of the Invitation Memorandum and any
other documents or materials relating to the Invitation are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded in or into the United States,
or to U.S. persons or to persons located or resident in the United
States. Any purported offer to sell Notes resulting directly or
indirectly from a violation of these restrictions will be invalid
and offers to sell Notes made by a person located or resident in
the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal located or
resident in the United States will not be accepted. For the
purposes of this paragraph, United States means the United States
of America, its territories and possessions, any state of the
United States of America and the District of Columbia.
United Kingdom
The communication of this announcement and any other documents
or materials relating to the Invitation (including the Invitation
Memorandum) is not being made and such documents and/or materials
have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom, and are only for circulation to persons outside
the United Kingdom or to persons within the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")) or within Article
43(2) of the Order, or to other persons to whom it may lawfully be
communicated in accordance with the Order.
France
Neither this announcement, the Invitation Memorandum, nor any
other offering material or information relating to the Invitation
has been or will be submitted to the clearance of the Autorite des
Marches Financiers and they may not be released, issued, or
distributed or caused to be released, issued, or distributed,
directly or indirectly, to the public in the French Republic,
except to (i) qualified investors (investisseurs qualifies), as
defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 734-1, D.
744-1, D. 754-1 and D. 764-1 of the Code monetaire et financier or
(ii) other persons referred to in Articles L.341-2 1 and D.341-1 of
the Code monetaire et financier.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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