TIDM74JJ
RNS Number : 4990P
Petrol AD
17 November 2016
PETROL AD ANNOUNCES A SOLICITATION OF CONSENTS IN RELATION TO
NOTES
17 November 2016
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 2017 (the "Notes") (ISIN: XS0271812447
and Common Code: 027181244) issued by Petrol and guaranteed by
Naftex Petrol EOOD to the proposals (the "Proposals"), which
include (i) amending the terms and conditions of the Notes; (ii)
authorising The Bank of New York Mellon as trustee of the Notes
(the "Trustee") to execute certain documents to effect the
amendments and waivers in relation to the terms and conditions of
the Notes and release the Accounts Receivable from the Security
granted by Petrol in favour of the Trustee pursuant to the Pledge;
(iii) replacing Naftex Petrol EOOD with Elit Petrol - Lovech AD as
guarantor of the Notes; (iv) waiving any Noteholders' put option;
and (v) waiving any and all events of default or potential events
of default, that have occurred or may or will occur in the period
of 12 calendar months from the date of the passing of the
Extraordinary Resolution, other than any failure by Petrol or Elit
Petrol-Lovech AD to make payments under the Notes, the Trust Deed
and/or the Pledge, all as more fully described in the Notice of
Meeting and the consent solicitation memorandum dated 17 November
2016 (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 2017 EUR18,659,000 XS0271812447/ 027181244
Rationale for the Consent Solicitation
The collapse of Petrol's main serving bank in 2014 had a
negative impact on the financial position of Petrol, as credit
lines were withdrawn. Since then, Petrol has focused on turning
around its management process aimed at restructuring and
reorganising its activities. As part of this process, Petrol is
currently seeking to optimise its liability portfolio by the
extension of the maturity date and the lowering of the interest
rate of the Notes and to seek waivers in relation to certain events
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 Principal Paying 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
-------------------- ---------------------------------------
17 November 2016 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
time, unless Petrol extends it or
7 December 2016 terminates it earlier in accordance
("Expiration 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., 9 Date and time of Meeting. Notice
December 2016 of outcome of Meeting will
be given to Noteholders as
soon as possible thereafter
via the Clearing Systems.
10:00 a.m., 23 Date and time of any adjourned
December 2016 Meeting (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.
Expected to be Date on which the Second Supplemental
9 December 2016 Trust Deed, the Supplemental
("Effective Date") Agency Agreement and the Pledge
Release will be signed, if
the Extraordinary Resolution
is passed at the initial Meeting.
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: Miroslav Velikov
Tel: +359 2 422 5992
Email: mvelikov@acp.bg
Questions and requests for assistance in relation to the
submission of Electronic Consent Instructions may be directed
to:
The Principal Paying Agent:
The Bank of New York Mellon
Attn: Manager, Corporate Trust Services
Tel: +44 (0)20 7964 8877
Email: corpsovcee@bnymellon.com
A copy of the Consent Solicitation Memorandum is available upon
request from the Principal Paying Agent and the Solicitation
Agent.
None of the Solicitation Agent, the Trustee, the Principal
Paying Agent or the Registrar takes any responsibility for the
contents of this announcement and none of Petrol, Naftex Petrol
EOOD, the Solicitation Agent, the Principal Paying Agent, the
Trustee, the Registrar 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
MSCGGGAGGUPQGAM
(END) Dow Jones Newswires
November 17, 2016 10:18 ET (15:18 GMT)
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