TIDM74JJ
RNS Number : 4994P
Petrol AD
17 November 2016
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 INDEPENT FINANCIAL
ADVISER.
NOTICE OF MEETING OF THE HOLDERS OF THE
EUR100,000,000 8.375 PER CENT. GUARANTEED NOTES DUE 2017 (THE
"NOTES") OF WHICH EUR18,659,000 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, A
CONSENT SOLICITATION 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 9 December 2016 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 Third
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 Consent Solicitation Memorandum
published by Petrol dated 17 November 2016 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 waivers and makes no
representation that all relevant information has been disclosed to
Noteholders in the Consent Solicitation 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, tax and/or legal 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 2017 (the "Notes") of which
EUR18,659,000 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, as modified by a
supplemental trust deed dated 6 October 2011 and as further
modified by a second supplemental trust deed dated 6 January 2012,
(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 and approves the modification of the terms and
conditions of the Notes (the "Conditions") set out in Schedule 1
(Form of Certificate for Definitive Notes) of the Trust deed as
follows:
(i) an amendment to the introductory paragraph to the Conditions
so that the words "the guarantee of the Notes was authorised by the
Issuer as sole owner of Naftex Petrol EOOD (the "Guarantor") with a
resolution of the Issuer's Management Board on 5 October 2006" are
replaced by "the guarantee of the Notes was authorised by the
Issuer as sole owner of Elit Petrol - Lovech AD (the "Guarantor")
with a resolution of the Issuer's Management Board on 3 November
2016";
(ii) the deletion of Condition 2(c) (Guarantee and Status);
(iii) the deletion of Condition 4 (Interest) and insertion of
the following:
"The Notes bear interest from and including the Issue Date,
payable annually in arrear on 26 January in each year (1) for the
period to (but excluding) 26 January 2017 at the rate of 8.375 per
cent. per annum; and (2) for the period from (and including) 26
January 2017 at the rate of 5.5 per cent. per annum (the "Rate of
Interest") (each date on which interest is scheduled to be paid, an
"Interest Payment Date"). 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).
The amount of interest payable on the Interest Payment Date
falling on 26 January 2017 shall be EUR83.75 in respect of each
EUR1,000 in principal amount of each Note. The amount of interest
payable on each Interest Payment Date from and including 26 January
2018 shall be EUR55.00 in respect of each EUR1,000 in principal
amount of each Note. Subject to Condition 6(c), if interest is
required to be paid in respect of a Note on any other date, it
shall be calculated for each EUR1,000 in principal amount of each
Note by applying the Rate of Interest to EUR1,000, multiplying the
product by the relevant Day Count Fraction and rounding the
resulting figure to the nearest cent (half a cent being rounded
upwards), where:
"Day Count Fraction" means:
(a) if the Calculation Period is equal to or shorter than the
Regular Period during which it falls, the number of days in the
Calculation Period divided by the number of days in such Regular
Period; and
(b) if the Calculation Period is longer than one Regular Period, the sum of:
(i) the number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the number of days in
such Regular Period; and
(ii) the number of days in such Calculation Period falling in
the next Regular Period divided by the number of days in such
Regular Period;
"Calculation Period" means the relevant period for which
interest is to be calculated from (and including) the first day in
such period to (but excluding) the last day in such period;
"Regular Date" means 26 January in any year; and
"Regular Period" means each period from (and including) any
Regular Date to (but excluding) the next Regular Date.";
(iv) 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 2022;
(b) Other than as specified below, the Notes are not optionally
redeemable prior to 26 January 2022.";
(v) the deletion of Condition 5.3 (Redemption at the Option of
the Holders Upon a Change of Control);
(vi) the deletion of Condition 5.6 (Redemption at the Option of
the Issuer) and insertion of the following:
"Redemption at the Option of the Issuer
At any time or from time to time prior to 26 January 2022, the
Issuer may redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days' notice delivered to each holder of
Notes pursuant to the procedures described under Condition 5.8
(Selection and Notice) at a redemption price equal to 100 per cent.
of the principal amount thereof plus accrued and unpaid interest
and additional amounts due under Condition 7 (Taxation), if any, to
such redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant
interest payment date).";
(vii) the amendment of Condition 18 (Definitions) so that the
following definitions are deleted:
"Cash Management Loan", "Change of Control", "Change of Control
Redemption Date", "Proceeds Loan" and "Security Documents",
all as set out in the Third Supplemental Trust Deed (as defined
below); and
(a) assents to and approves the release of the Accounts
Receivable (as defined in the Pledge) from the Security (as defined
in the Trust Deed) granted by Petrol in favour of the Trustee
pursuant to the registered pledge of accounts receivable dated 26
October 2006 governed by the laws of the Republic of Bulgaria (the
"Pledge");
(b) waives (i) any Noteholders' put option under Condition 5.3
(Redemption at the Option of the Holders Upon a Change of Control)
and any rights relating thereto; (ii) any and all Events of Default
and potential Events of Default; and (iii) any other breach of the
Conditions, the Agency Agreement, the Trust Deed or the Pledge, in
each case that have occured, or may or will occur during the period
of 12 calendar months from the date of the passing of the
Extraordinary Resolution, other than, in the case of (ii) and (iii)
above, any failure by Petrol or Elit Petrol - Lovech AD to make
payments under the Notes, the Trust Deed and/or the Pledge, in each
case, as provided therein;
(c) 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 "Third
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;
(ii) to concur in and execute, without further notice to the
Noteholders, an agreement supplemental to the Agency Agreement
dated 26 October 2006 (the "Supplemental Agency Agreement")
substantially in the form of the draft produced to this meeting and
signed by the chairman of the meeting for the purposes of
identification;
(iii) to concur and without further notice to the Noteholders,
release the Accounts Receivable from the Security granted by Petrol
in favour of the Trustee pursuant to the Pledge by concurring in,
executing and notarising written consents for release of security
governed by the laws of the Republic of Bulgaria substantially in
the form of the drafts produced to this meeting and signed by the
chairman of this meeting for the purposes of identification ;
and
(iv) 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;
(d) 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;
(e) discharges and exonerates the Trustee from any and all
liability or loss in respect of any act or omission for which it
may have become liable or 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 confirms that the Trustee is not
required to request or receive any legal opinions in relation to
implementation of this Extraordinary Resolution;
(f) waives irrevocably any claim that the Noteholders may have
against the Trustee arising as a result of any loss or damage which
any Noteholder may suffer or incur as a result of the Trustee
acting upon this Extraordinary Resolution (including, without
limitation, circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the Noteholders
or that there is a defect in the passing of this Extraordinary
Resolution) and further confirms that the Noteholders will not seek
to hold the Trustee liable for any such loss or damage and that the
Trustee shall not be responsible to any person for acting upon this
Extraordinary Resolution; and
(g) acknowledges and declares that capitalised terms used in
this Extraordinary Resolution have the same meanings as those
defined in the Third 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 Consent Solicitation Memorandum
or Trust Deed (as applicable).
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 Proposals will be implemented on the
Effective Date which is expected to be on or around 9 December
2016.
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 registered
office of the Principal Paying Agent and at the Meeting and at any
adjourned Meeting (and, in each case, 15 minutes prior thereto).
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 Supplemental Trust Deed dated 6 October 2011;
-- the Second Supplemental Trust Deed dated 6 January 2012;
-- the Agency Agreement dated 26 October 2006;
-- the Pledge dated 26 October 2006;
-- the latest draft of the Third Supplemental Trust Deed
referred to in the Extraordinary Resolution set out above;
-- the latest draft of the Supplemental Agency Agreement
referred to in the Extraordinary Resolution set out above;
-- the latest draft of the Pledge Release referred to in the
Extraordinary Resolution set out above; and
-- a copy of the Consent Solicitation Memorandum dated 17
November 2016 relating to the Notes (the "Consent Solicitation
Memorandum").
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 submitted a valid electronic voting and
blocking instruction (the "Electronic Consent Instruction" which
shall include an instruction to vote (for or against) the
Extraordinary Resolution need take no further action in relation to
voting at the Meeting. By submitting an Electronic Consent
Instruction, each Noteholder will irrevocably instruct the
Registered Holder to appoint one or more employees of the Principal
Paying Agent (as the Principal Paying Agent shall determine) as the
proxy of the Registered Holder to attend the Meeting to vote as the
Noteholder shall instruct.
Paragraphs (c) to (f) below apply only to Noteholders who have
not submitted Electronic Consent Instructions to the relevant
Clearing System in accordance with the terms of the Consent
Solicitation 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 Principal Paying 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 Principal Paying Agent and Consent Solicitation Agent
may be contacted with any questions in relation to the Proposals or
Consent Solicitation.
(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: Manager, Corporate Trust Services
Telephone: +44 (0)20 7964 8877
Fax: +44 (0)20 7964 2536
Email: corpsovcee@bnymellon.com
(q) The Consent Solicitation Agent with respect to the Consent Solicitation is:
CONSENT SOLICITATION AGENT
Adamant Capital Partners AD
76A James Bourchier Blvd
Tower Hill
Sofia 1407
Republic of Bulgaria
Attention: Miroslav Velikov
Tel: + 359 2 422 5992
Email: mvelikov@acp.bg
This notice is given by:
PETROL AD
43 Cherni Vrah Blvd
Sofia 1407
Republic of Bulgaria
PETROL
Petrol AD
43 Cherni Vrah Blvd
Sofia 1407
Republic of Bulgaria
Questions or requests for information in relation to the Consent
Solicitation or the Electronic Consent Instructions should be
directed to:
CONSENT SOLICITATION AGENT
Adamant Capital Partners AD
76A James Bourchier Blvd
Tower Hill
Sofia 1407
Republic of Bulgaria
Attention: Miroslav Velikov
Tel: + 359 2 422 5992
Email: mvelikov@acp.bg
TRUSTEE
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Attention: Manager, Corporate Trust Services
Telephone: +44 (0)20 7964 8877
Fax: +44 (0)20 7964 2536
Email: corpsovcee@bnymellon.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBUBDBCBBBGLR
(END) Dow Jones Newswires
November 17, 2016 10:20 ET (15:20 GMT)
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